AMENDMENT DATED DECEMBER 15, 2009 TO PRIVATE PLACEMENT AGREEMENT DATED AUGUST 3, 2009 BETWEEN REGISTRANT AND BENTLEY SECURITIES CORPORATION
Exhibit
10.19
AMENDMENT DATED DECEMBER 15,
2009 TO PRIVATE PLACEMENT AGREEMENT DATED
AUGUST 3, 2009 BETWEEN
REGISTRANT AND BENTLEY SECURITIES CORPORATION
CONFIDENTIAL
December
15, 2009
Xx. Xxxxx
X. Xxxxxx
Chairman
of the Board, President & Chief Executive Officer
Blackhawk
Capital Group BDC, Inc.
00 Xxxx
Xxxxxx, Xxxxx 0000X
Xxx Xxxx,
XX 00000
Dear Xx.
Xxxxxx
Reference is made to the placement
agent agreement (“Agreement”) dated August 3, 2009 between Bentley Securities
Corporation (“Placement Agent”) and Blackhawk Capital Group BDC, Inc., a
Delaware corporation and a business development company registered under the
Investment Company Act of 1940, as amended (the “Company”). The
purpose of this letter agreement is to amend the Agreement.
The Agreement is amended as
follows:
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5.
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The
term “Offering” shall also include the Company’s offering of up to
1,000,000 shares ($5.00 per share) pursuant to Regulation E
(the “Regulation E Offering”) under the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended. The
Regulation E Offering has no minimum and a maximum of
$5,000,000.
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6.
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The
term “Offering Materials” shall include the Company’s Form 1-Es and
Offering Circulars filed with the Securities and Exchange Commission, and
distributed to prospective investors, for the Regulation E
Offering.
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7.
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Section
2 shall be amended to provide that the Placement Agent shall receive a
cash fee of ten percent (10%) of any shares of Common Stock purchased by
investors in the Regulation E Offering and placed by the Placement
Agent.
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8.
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Reference
is made to Section 3 of the Agreement with respect to the
Term. The Term of the Agreement with respect to the Regulation
E Offering shall terminate on the earliest to occur of (x) the termination
of the Regulation E Offering and (y) the date that the Placement Agent and
the Company mutually agree in writing to terminate the Placement Agent’s
participation in the Regulation E
Offering.
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Except as
amended by this letter agreement, all terms of the Agreement shall remain in
full force and effect.
If this letter agreement reflects our
mutual understanding, please execute two copies in the space indicated below and
return one to us.
Very
truly yours,
BENTELY
SECURITIES CORPORATION
/s/ X.
Xxxxxxx Southern
Name: X.
Xxxxxxx Southern
Title:
Managing Director
Accepted
and agreed to as of December 15, 2009:
BLACKHAWK
CAPITAL GROUP BDC, INC.
/s/ Xx.
Xxxxx X. Xxxxxx
Xx. Xxxxx
X. Xxxxxx
Chairman
of the Board, President & Chief Executive Officer
